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SECURITIES AND EXCHANGE COMMISSION Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of June 26, 2007 (June 20, 2007) Zion Oil & Gas, Inc.
Washington, D.C. 20549
The Securities Exchange Act of 1934
____________________________________
Date of Report (Date of earliest event reported)
_______________________________________
(Exact name of registrant as specified in its charter)
Delaware
______________________________
(State or other jurisdiction of incorporation)
333-131875 (Commission File Number) |
20-0065053 |
6510 Abrams Road, Suite 300, Dallas, TX 75231
Registrant's telephone number, including area code: 214-221-4610
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.06: Material Impairments
Unproved Oil and Gas Properties
On June 20, 2007, following an analysis of the results of testing in the Ma'anit # 1 well workover and an evaluation of the mechanical condition of the well, and considering the desire to optimize the regulatory environment to conduct drilling operations on the planned Ma'anit-Rehoboth # 2 well, the board of directors of Zion Oil & Gas, Inc. ("Zion" or the "Company")) authorized management to: (1) discontinue further operations on the Company's Ma'anit # 1 well; (2) in accordance with Israeli law, the license's term having come to an end, formally surrender the Company's 98,100 acre Ma'anit-Joseph License; and (3) immediately following the surrender of the Ma'anit-Joseph License, apply for a new license, with an original term of three-years (extendable for up to a total of seven years) covering approximately 85,000 acres of the original Ma'anit-Joseph License, including the Ma'anit structure on which the Company's Ma'anit # 1 well was drilled and on which the Company plans to drill the Ma'anit-Rehoboth # 2 well.
In accordance with the decisions of the board of directors as described, Zion's management ordered the cessation of operations on the Ma'anit # 1 well on June 21, 2007 and formally surrendered the Ma'anit-Joseph License on June 22, 2007.
As a result of the above-described actions, under generally accepted accounting principles applicable to Zion, Zion estimates that it will have to record a non-cash impairment charge of between $8,500,000 and $9,225,000 to its unproved oil and gas properties that will be included in Zion's unaudited statements of operations for the quarter ending June 30, 2007.
(c) Zion estimates that, with respect to the impairment charge, no future cash expenditures will be required.
Item 8.01: Other Events
Submission of Application for the Joseph License
On June 26, 2007, Zion submitted to the Israeli Petroleum Commission an application for the issuance of a petroleum exploration license, tentatively designated the "Joseph License", covering approximately 85,000 acres, including the Ma'anit structure and the Joseph prospect, that had previously been subject to the Ma'anit-Joseph License.
Attached as Exhibit 99.1 at Item 9.01(d) below is the press release that the Company issued relating to the application for the Joseph License.
Item 9.01(d): Exhibits
Exhibit 99.1 Press Release dated June 26, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
Date: June 26, 2007
Zion Oil and Gas, Inc.
By: /s/ William H. Avery
William H. Avery
Vice President and Treasurer
EXHIBIT 99.1
ZION OIL & GAS APPLIES FOR JOSEPH EXPLORATION LICENSE
Caesarea, Israel - June 26, 2007 - Zion Oil & Gas, Inc. (Amex: ZN), of Dallas, Texas and Caesarea, Israel, announced today that, on June 26, 2007, Zion filed an application with the Israeli Petroleum Commissioner for a petroleum exploration license, tentatively denominated the Joseph License, on approximately 85,000 acres south of Zion's 78,800 acre Asher-Menashe License. The original term of the license applied for is three years, extendable to seven years in accordance with the terms of the Israeli Petroleum Law, if required. The acreage subject to application comprises approximately 85% of the land of Zion's previously held Ma'anit-Joseph License and includes both the Ma'anit structure on which Zion's Ma'anit #1 well was drilled and Zion plans to drill the Ma'anit-Rehoboth #2 well, and the Joseph prospect. Approximately 15% of the previously held Ma'anit-Joseph License was not applied for as Zion's geological team determined that the top of the Triassic was below 6 ,000 meters and therefore less economically viable for prospecting purposes.
The application also included a proposed timetable for drilling of the Ma'anit-Rehoboth # 2 well.
Zion's application is subject to the review and approval of the Israel Petroleum Commissioner, in consultation with the Petroleum Council. Representatives of the company have already had preliminary discussions with the Israeli Petroleum Commissioner regarding the filing and reasonably expect that the application will be acted upon by the Petroleum Council no later than October 2007.
Mr. Richard Rinberg, Zion's Chief Executive Officer, said today that: "Zion's application today for the Joseph Exploration License moves our exploration plans forward and takes us closer to the drilling of our next well, for which we continue to plan, source and purchase equipment and inventory."
Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel.
In the event of a commercial discovery, following recovery of certain exploratory costs, Zion intends to donate 6% of its gross revenues from its Israeli petroleum rights to two charitable trusts to be established by Zion, one in Israel and one in the U.S.
FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion's future operations and future actions of the Petroleum Commission are forward-looking statements as defined in the "Safe Harbor'' provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties and other unpredictable factors, many of which are described in Zion's periodic reports filed with the SEC and are beyond Zion's control. These risks could cause Zion's actual performance to differ materially from the results predicted by these forward-looking statements. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.
Zion's home page may be found at: www.zionoil.com
Contact:
Sandy Green
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
214-221-4610
Email: sandy@zionoil.com